Amplify Commodity Trust S-1/A, filed Apr 14, 2023

Amplify Commodity Trust (BDRY)

S-1/A 2023-04-14

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Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

	Page
PROSPECTUS SUMMARY	1
Breakeven Point	1
The Fund’s Investment Objective and Strategy	1
Breakeven Analysis	4
RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE FUND	6
Risks Associated with the Freight Futures	6
Other Risks	14
Forward-Looking Statements	18
Additional Information About the Fund, Its Investment Objective and Investments	18
The Fund’s Investment Objective and Strategy	18
Management’s Discussion	20
Fund Trading Policies	20
The Fund’s Operations	21
The Sponsor and its Management and Trading Principals	21
The Fund’s Service Providers	25
Fees and Expenses	27
Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service Providers	27
Conflicts of Interest	27
Fiduciary and Regulatory Duties of the Sponsor	28
Executive Compensation	30
Liability and Indemnification	30
Provisions of Law	32
Books and Records	32
Statements, Filings, and Reports	32
Fiscal Year	33
Governing Law; Consent to Delaware Jurisdiction	33
Legal Matters	33
U.S. Federal Income Tax Considerations	34
Form of Shares	43
Inter-Series Limitation on Liability	44
Calculating NAV	45
Creation and Redemption of Shares	45
Plan of Distribution	49
Use of Proceeds	51
Information You Should Know	51
Summary of Promotional and Sales Material The Fund will utilize the following sales material:	52
Where You Can Find More Information	52
Privacy Policy	52
Incorporation By Reference and Availability of Certain Information	52
Report of Independent Registered Public Accounting Firm	F-1
Statement of Additional Information	SAI-1
Overview of the Tanker Industry	SAI-3
Regulatory Environment	SAI-11

Assumed initial selling price per share	$	15.00

Management, License and Service Fees⁽¹⁾	$	0.00

Creation Basket fee⁽²⁾	$	(0.01	)

Estimated Brokerage Fee (1.30%)⁽³⁾	$	0.20

Other Fund Fees and Expenses⁽⁴⁾	$	0.53

Interest Income (5.10%)⁽⁵⁾	$	(0.77	)

Amount of trading income required for the Fund’s NAV to break even	$	0.00

Percentage of initial selling price per share⁽⁶⁾		0.00	%

Month	2018			2019			2020			2021			2022			2023
January		-			-34.87	%		-43.30	%		31.55	%		-26.34	%		-18.55	%
February		-			-11.55	%		-10.77	%		23.12	%		-7.50	%
March		-9.83	%		-10.96	%		-16.47	%		30.91	%		18.97	%
April		-1.41	%		28.94	%		-19.04	%		44.28	%		-10.79	%
May		-8.33	%		-0.01	%		-14.92	%		-4.52	%		2.72	%
June		7.88	%		8.00	%		72.03	%		24.68	%		-22.54	%
July		15.25	%		23.32	%		1.53	%		-9.74	%		-27.67	%
August		-4.41	%		30.61	%		6.58	%		8.10	%		-38.43	%
September		-6.33	%		-7.97	%		-1.08	%		26.42	%		15.12	%
October		-7.73	%		-8.40	%		-16.58	%		-15.04	%		-20.39	%
November		-21.19	%		5.26	%		-7.45	%		-11.30	%		12.88	%
December		12.53	%		-18.85	%		24.63	%		10.44	%		19.39	%
Annual Rate of Return		-25.76	%		-17.17	%		-48.41	%		273.87	%		-68.35	%		-18.55	%

Month	2018			2019			2020
January	2.82		%	-0.28		%	-2.81		%
February		1.17	%		0.96	%		-3.49	%
March		-0.83	%		-2.36	%		-4.65	%
April		1.76	%		0.37	%		-0.45	%
May		-1.38	%		-3.00	%		-0.62	%
June		0.70	%		-1.38	%		-0.21	%
July		1.11	%		1.35	%		-0.77	%
August		-0.98	%		-3.49	%		0.23	%
September		1.80	%		1.82	%		-0.21	%
October		0.33	%		-0.16	%		-0.95	%
November		-1.24	%		1.09	%
December		-3.39	%		0.60	%
Annual Rate of Return		1.73	%		-4.56	%		-13.21	%

Service Provider	Compensation Paid by the Fund
ETF Managers Capital LLC, Sponsor	The greater of (i) 0.30% per year of the Fund’s average daily net assets, or (ii) $50,000
Breakwave Advisors LLC, CTA	1.45% of the Fund’s average daily net assets
U.S. Bank N.A., Custodian	0.01% of the Fund’s average daily net assets, with a minimum of $4,800
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, Transfer Agent, Fund Accountant and Fund Administrator	0.05% of the Fund’s average daily net assets, with a $45,000 minimum
ETFMG Financial LLC	0.02% of average Fund net assets, with a minimum of $15,000
Marex Financial, Futures Commission Merchant and Clearing Broker	$7.00 per Freight Futures contract half-turn
Wilmington Trust Company, Trustee	$5,000 annually for the Trust
ETF Managers Capital LLC, Wholesale Support	$15,000 plus 0.15% of the Fund’s average daily net assets

Professional Fees(1)	$	0.11
Distribution and Marketing Fees(2)	$	0.03
Custodian and Administrator Fees and Expenses(3)	$	0.07
General and Administrative Fees(4)	$	0.32
Total Other Fund Fees and Expenses	$	0.53

	●	the Fund is organized and operated in accordance with its governing agreements and applicable law;

	●	the Fund (i) has not registered, and will not register, under the Investment Company Act of 1940, as amended, as a management company or unit investment trust, and (ii) has not elected, and will not elect to be treated as a business development company under the Investment Company Act of 1940, as amended;

	●	the Fund has not elected, and will not elect, to be classified as a corporation for U.S. federal income tax purposes.

Assets
Cash and Cash Equivalents	$	1,500
Total Assets		1,500

Liabilities
Liabilities		-

Net Assets	$	1,500

Shares Outstanding		100
Net Asset Value Per Share	$	15.00

	Amount
SEC registration fee (actual)		(1)
NYSE Arca Listing Fee (actual)	$	7,500
Auditor’s fees and expenses	$	21,500
Legal fees and expenses	$	50,000
Printing expenses	$	20,000
Miscellaneous expenses	$	15,000
Total		(2)

3.1(a)	Amended and Restated Declaration of Trust and Trust Agreement of the Registrant. (Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement No. 333-199190, filed on January 12, 2015.)
3.1(b)	Instrument Establishing the Fund. (Incorporated by reference to Form S-1, Registration Statement No. 333-266945, filed on August 17, 2022.)
3.1(c)	Amended Exhibit C to the Amended and Restated Declaration of Trust and Trust Agreement of the Trust. (Incorporated by reference to Form S-1, Registration Statement No. 333-266945, filed on August 17, 2022.)
3.2	Certificate of Trust of the Registrant. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-218453, filed on October 6, 2017.)
5.1	Opinion of Eversheds Sutherland (US) LLP relating to the legality of the Shares. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
8.1	Opinion of Eversheds Sutherland (US) LLP with respect to federal income tax consequences. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.1	Form of Authorized Participant Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.)
10.2	Marketing Agent Agreement. (Incorporated by reference to the Trust’s Current Report on Form 8-K, filed on April 12, 2017.)
10.3	Amendment No. 3 to Marketing Agent Agreement. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.4	Licensing and Services Agreement with respect to BWET. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.5	Custody Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.)
10.6	Amendment No. 3 to Custody Agreement. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.7	Fund Administration Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.)
10.8	Amendment No. 3 to Fund Administration Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.9	Fund Accounting Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.)
10.10	Amendment No. 3 to Fund Accounting Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.11	Transfer Agent Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.)
10.12	Amendment No. 3 to Transfer Agent Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.13	Fee Waiver Agreement with respect to BWET. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
10.14	Expense Limitation Agreement with respect to BWET. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
23.1	Consent of Eversheds Sutherland (US) LLP. (Included in Exhibit 5.1.)
23.2	Consent of Independent Registered Public Accounting Firm. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.)
107	Filing Fee Table. (Incorporated by reference to Form S-1, Registration Statement No. 333-266945, filed on August 17, 2022.)

	By: ETF Managers Capital LLC, Sponsor

	By:	/s/ Samuel R. Masucci III
		Samuel R. Masucci III
		Principal Executive Officer

	By:	/s/ John A Flanagan
		John A. Flanagan
		Principal Financial Officer
		Principal Accounting Officer

Signature	Title	Date

/s/ Samuel R. Masucci III	Principal Executive Officer	April 14, 2023
Samuel R. Masucci III

Signature	Title	Date

/s/ John A. Flanagan	Principal Financial Officer	April 14, 2023
John A. Flanagan	Principal Accounting Officer